BTOC Armlogi Holding Corp. - 8-K

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing

On April 17, 2026, Armlogi
Holding Corp. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC
(“Nasdaq”) notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(b)(1)(C)
for continued listing on The Nasdaq Global Market, as the Company’s Market Value of Publicly Held Shares (MVPHS) was below $5,000,000
for the previous 30 consecutive business days.

The notice has no present
impact on the listing of the Company’s securities, and the Company’s common stock continues to trade on the Nasdaq Global
Market under the symbol “BTOC.”

Under Nasdaq Listing
Rule 5810(c)(3)(D), the Company has a period of 180 calendar days, or until October 14, 2026, to regain compliance. To regain compliance,
during this 180-day compliance period, the Company’s MVPHS must close at $5,000,000 or more for a minimum of ten consecutive business
days.

In the event that the
Company does not regain compliance with the Nasdaq Listing Rules prior to the expiration of the 180-day compliance period, the Company
will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination
to a Hearings Panel. Alternatively, the Company may apply to transfer its common stock to The Nasdaq Capital Market. In order to transfer,
the Company must submit a Transfer Application, pay a $5,000 application fee and meet The Nasdaq Capital Market’s continued listing
requirements.

The Company intends to
actively monitor its MVPHS and may, as appropriate, consider available options to resolve the deficiencies and regain compliance with
the Nasdaq Listing Rules, including applying to transfer to The Nasdaq Capital Market. There can be no assurance that the Company will
be successful in maintaining the listing of its common stock on the Nasdaq Global Market, or, if transferred, on The Nasdaq Capital Market.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

104

Cover Page Interactive Data File (formatted in Inline XBRL).

1